exhibit4_5.htm


    
      

    


    REGISTRATION
RIGHTS AGREEMENT

     

    This
REGISTRATION RIGHTS AGREEMENT (this “Agreement”) dated as
of July 1, 2008 (the “Effective Date”), is
entered into by and among the individuals and entities signing this Agreement
and GulfMark Offshore, Inc., a Delaware corporation (the “Company”).

     

    WHEREAS,
contemporaneously with the execution of this Agreement and pursuant to that
certain Membership Interest and Stock Purchase Agreement dated as of May 28,
2008 (the “Purchase
Agreement”), among Rigdon Marine Holding LLC (“RMH”), Rigdon Marine
Corporation (“RMC”), the Sellers
named therein who are also the signatories to this Agreement (the “Sellers”) and the
Company, the Company is purchasing from Sellers all of the membership interests
in RMH and all of the shares of Common Stock in RMC not owned by
RMH;

     

    WHEREAS,
as partial consideration for the sale by Sellers of such membership interests
and shares pursuant to the Purchase Agreement, the Company is issuing to Sellers
shares (the “Shares”) of the
Company’s common stock, $.01 par value per share (the “Common Stock”), such
Shares having the rights and benefits set forth in the Company’s Certificate of
Incorporation, as amended; and

     

    WHEREAS,
the Company has agreed to provide Sellers certain registration rights with
respect to the Registrable Shares (as defined below), as set forth
herein;

     

    NOW,
THEREFORE, in consideration of the mutual covenants and agreements contained
herein, and other valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, the parties hereto agree as follows:

     

    1. Definitions.  For
purposes of this Agreement, (a) the capitalized terms set forth below shall
have the respective meanings specified below, and (b) other capitalized
terms used but not otherwise defined herein shall have the respective meanings
assigned to such terms in the Purchase Agreement.

     

    “Affiliates” means any
Person who is an “affiliate” as defined in Rule 12b-2 of the General Rules
and Regulations under the Securities Exchange Act.

     

    “Blue Sky Laws” means
any applicable state Blue Sky and securities laws.

     

    “Commission” shall
mean the Securities and Exchange Commission.

     

    “Exchange Act” shall
mean the Securities Exchange Act of 1934, as in effect from time to time, and
the rules and regulations promulgated thereunder.

     

    “Person” means any
individual, firm, corporation, partnership, trust, incorporated or
unincorporated association, joint venture, joint stock company, limited
liability company, governmental authority or other entity of any kind, and shall
include any successor (by merger or otherwise) of such entity.

     

     


    
      
         


      

      
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      “Public Offering”
shall mean a public offering and sale of Common Stock of the Company for cash
pursuant to an effective registration statement under the Securities
Act.

       

    

    “Purchase Agreement”
shall have the meaning set forth in the Recitals.

     

    “Registering
Stockholder” shall mean the Sellers and their successors and permitted
assigns, in each case that holds any Registrable Shares at a given
time.

     

    “Registrable Shares”
shall mean the Shares and all shares directly or indirectly issued or issuable
with respect to the Shares by way of stock dividend or stock split or in
connection with a combination of shares, recapitalization, merger, consolidation
or other reorganization.  As to any particular Registrable Shares,
such shares shall cease to be Registrable Shares when (a) a registration
statement with respect to the sale of such securities shall have become
effective under the Securities Act and such securities shall have been disposed
of in accordance with such registration statement, (b) such securities shall
have been disposed of pursuant to Rule 144 (or any successor provision) under
the Securities Act, (c) such securities shall have been otherwise transferred,
new certificates for them not bearing a legend restricting further transfer
shall have been delivered by the Company and subsequent disposition of them
shall not require registration of them under the Securities Act and such
securities may be distributed without volume limitation or other restrictions on
transfer under Rule 144 other than that the Company be current in its reporting
obligations, or (d) such securities shall have ceased to be
outstanding.

     

    “Rule 144” shall mean
Rule 144 under the Securities Act.

     

    “Securities Act” shall
mean the Securities Act of 1933, as in effect from time to time, and the rules
and regulations promulgated thereunder.

     

    2. Shelf
Registration.  As soon as practicable after the date hereof,
but in no event later than seventy-five (75) days after the date hereof, the
Company shall file a registration statement (“Registration
Statement”) with the SEC to effect the registration under the Securities
Act of the Registrable Shares for sale by the Registering Stockholders in
accordance with the following:

     

    (a) The
Company shall not be required to conduct an underwritten offering.

     

    (b) If, after
it becomes effective, the Registration Statement is interfered with by any stop
order, injunction or other order or requirement of the SEC or any other
governmental authority, such registration shall not be deemed to have been
effected unless such stop order, injunction or other order shall have been
subsequently vacated or removed within fifteen (15) days after such
interference.

     

    (c) The
Company shall have no obligation to include the Registrable Shares owned by any
Registering Stockholder in the Registration Statement unless and until such
Registering Stockholder has furnished the Company with all information and
statements about or pertaining to such Registering Stockholder in such
reasonable detail and on such timely basis as is reasonably deemed by the
Company to be necessary for the preparation of the Registration
Statement.

     


    
      
         


      

      
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      (d) The
Company shall, subject to the other provisions of this
Section 2:

    

     

    (i) Use its
best efforts to cause the Registration Statement to become effective as soon as
practicable after the filing thereof, but in no event later than seventy-five
(75) days after the date hereof;

     

    (ii) Prepare
and file with the SEC as promptly as practicable such amendments and supplements
to the Registration Statement and the prospectus contained therein as may be
necessary to keep such Registration Statement effective and to comply with the
provisions of the Securities Act until the first anniversary of the effective
date of the Registration Statement or until the Registering Stockholders have
completed the distribution described in such Registration Statement, whichever
occurs first; provided, however, that if for any reason following effectiveness
of the Registration Statement and prior to the first anniversary of the
effective date of the Registration Statement, the Registering Stockholders are
unable (other than pursuant to Section 4 hereof or for circumstances relating
solely to the Registering Stockholders) to sell Registrable Shares pursuant to
the Registration Statement, the period during which the Company is obligated to
keep the Registration Statement effective shall be extended by the aggregate
number of days during which such Registering Stockholders are unable to sell
Registrable Shares as described in this proviso;

     

    (iii) Furnish
to the Registering Stockholders the number of copies of such Registration
Statement, each amendment and supplement thereto and each prospectus contained
therein as the Registering Stockholders may reasonably request;

     

    (iv) Use its
reasonable best efforts to register or qualify such shares under the Blue Sky
Laws of such jurisdictions as the Registering Stockholders reasonably request
(and to keep such registrations and qualifications effective for so long as the
Registration Statement is maintained effective), and to do any and all other
acts and things that may be reasonably necessary or advisable to enable the
Registering Stockholders to consummate the disposition of the Registrable Shares
in such jurisdictions; provided, however, that the Company will not be required
to do any of the following:  (1) qualify generally to do business
in any jurisdiction where it would not be required but for this Section 2,
(2) subject itself to taxation in any such jurisdiction, or (3) file
any general consent to service of process in any such jurisdiction;

     

    (v) Promptly
notify the Registering Stockholders at any time during the period that the
Company is required to keep the Registration Statement effective, of the
occurrence of any event as a result of which such Registration Statement or the
prospectus contained therein contains an untrue statement of a material fact or
omits any fact necessary to make the statements therein in the light of the
circumstances under which they were made, not misleading (including, without
limitation, as a result of the Company's being engaged in any plan, proposal or
agreement with respect to any material financing, acquisition, recapitalization
or other material transaction (a "Company Material Transaction")) and the
Company shall, as soon as practicable, prepare a supplement or amendment to the
Registration Statement or such prospectus so that, as thereafter delivered to
the purchasers of such shares, the Registration Statement will not contain an
untrue statement of a material fact or omit to state any fact necessary to make
the statements therein, in the light of the circumstances under which they were



    
      
         


      

      
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    made, not
misleading; provided, however, that following any such notification by the
Company as described in this clause (v), each Registering Stockholder will
immediately discontinue any sales of Registrable Shares pursuant to such
Registration Statement until such Registering Stockholder has received copies of
such supplemented or amended prospectus; and, provided further, that the Company
shall not be required to provide any such supplemented or amended prospectus
with respect to any Company Material Transaction the public disclosure of which
would be materially detrimental to the Company (as determined by the Company's
board of directors) until the earliest of (x) termination or abandonment of
such Company Material Transaction, (y) public disclosure thereof (other
than by any Registering Stockholder) and (z) the date 45 days following the
Company's initial notification to the Registering Stockholders of such Company
Material Transaction under this clause (v);

     

    (vi) Use
commercially reasonable efforts to cause all Registrable Shares to be listed on
the New York Stock Exchange or such other exchanges on which shares of GLF
Common Stock are then traded; and

     

    (vii) Except
for the fees and expenses specified in paragraph (f) of this Section 2, the
Company shall pay all expenses incident to the registration and to the Company’s
performance of or compliance with this Section 2,
including, without limitation, all registration and filing fees, fees and
expenses of compliance with Blue Sky Laws, printing expenses, messenger and
delivery expenses, and fees and expenses of counsel for the Company and all
independent certified public accountants and other persons retained by or on
behalf of the Company.

     

    (e) If the
Registrable Shares owned by the Registering Stockholders are included in a
Registration Statement, the Registering Stockholders shall pay all underwriting
discounts and commissions, if any, and transfer taxes, if any, relating to the
sale of the Registrable Shares and the fees and expenses of its own
counsel.

     

    3. Piggyback Registration
Rights.

     

    (a) Piggyback
Registration. Subject to Section 3(b)
below, each time the Company proposes to register any shares of Common Stock
under the Securities Act on a form which would permit registration of
Registrable Shares for sale to the public (a “Registration”), for
its own account or for the account of any holder of Common Stock, in a Public
Offering, the Company will give notice of its intention to do so to all
Registering Stockholders.  Any Registering Stockholder may, by written
response delivered to the Company within twenty (20) days after the
effectiveness of such notice, request that all or a specified part of the
Registrable Shares held by such Registering Stockholder be included in such
registration. The Company thereupon will use its reasonable efforts to cause to
be included in such Registration all shares of Registrable Shares which the
Company has been so requested to register by such Registering Stockholder, to
the extent required to permit the disposition (in accordance with the methods to
be used by the Company or other Registering Stockholders selling shares of stock
in such Public Offering) of the Registrable Shares to be so
registered.

     

    (b) Excluded
Transactions.  Notwithstanding the foregoing, the Company shall
not be obligated to effect any registration of Registrable Shares under this
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    incidental
to the registration of any of its securities in connection with (i) any Public
Offering relating to employee benefit plans or dividend reinvestment plans, or
(ii) any Public Offering relating to the acquisition or merger after the date
hereof by the Company or any of its subsidiaries of or with any other
businesses.

     

    (c) Payment of
Expenses.  If, pursuant to this Agreement, the Registrable
Shares owned by the Registering Stockholders are included in a Registration, the
Registering Stockholders shall pay all transfer taxes, if any, relating to the
sale of the Registrable Shares, the fees and expenses of their own counsel and
all underwriters’ discounts and commission attributable to the Registrable
Shares.  The Company shall pay all other expenses incident to the
registration and to the Company’s performance of or compliance with this
Agreement, including, without limitation, all registration and filing fees, fees
and expenses of compliance with Blue Sky Laws, printing expenses, messenger and
delivery expenses and fees and expenses of counsel for the Company and all
independent certified public accountants and other Persons retained by or on
behalf of the Company.

     

    (d) Additional
Procedures.  Registering Stockholders participating in any
Public Offering pursuant to this Section 3 shall
provide such information, take all such actions and execute all such documents
and instruments that are reasonably requested by the Company to effect the sale
of their shares in such Public Offering, including, without limitation, being
parties to any underwriting agreement entered into by the Company and any other
selling stockholders in connection therewith and being liable in respect of the
individual representations and warranties made by such Registering Stockholders
and the other agreements made by such Registering Stockholders (including
customary selling stockholder indemnifications and “lock-up” agreements) to and
for the benefit of the underwriters in such underwriting agreement; provided,
however, that with respect to individual representations, warranties and
agreements of such Registering Stockholders, the aggregate amount of such
liability shall not exceed such Registering Stockholder’s net proceeds from such
offering.  The Company shall have no obligation to include the
Registrable Shares owned by any Registering Stockholder in the Public Offering
unless and until such Registering Stockholder has complied with the requirements
of this Section on such timely basis as is reasonably deemed by the Company to
be necessary.

     

    (e) Underwriter’s
Cutback.

     

    (i) If a
Registration involves an underwritten Public Offering and the managing
underwriter or underwriters in good faith advise the Company in writing that, in
their opinion, the number of shares of Registrable Shares which the Registering
Stockholders intend to include in such registration exceeds the largest number
of shares which can be sold in such offering without having an adverse effect on
such offering (including, but not limited to, the price at which the shares can
be sold), then the Company may limit the number of shares of Common Stock that
would otherwise be included in such registration by excluding any or all
Registrable Shares from such registration (it being understood that the number
of shares which the Company, for its own account or for the account of any
holder of its shares initiating such Registration, seeks to have registered in
such Registration shall not be subject to exclusion, in whole or in part, under
this Section
3(e)(i)). Upon receipt of notice from the underwriter of the need to
reduce the number of shares to be included in the Registration, the Company
shall advise all Registering Stockholders holding Registrable Shares that would
otherwise be registered and 


    
      
         


      

      
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    underwritten
pursuant hereto, and the number of shares of such securities, including
Registrable Shares, that may be included in the registration shall be allocated
in the following manner: the number of Registrable Shares that may be included
in such registration shall be allocated among the Registering Stockholders
holding Registrable Shares to be included in such Registration, as nearly as
practicable, in accordance with the respective amounts of Registrable Shares
held by each such Registering Stockholder.

     

    (ii) No
securities excluded from the underwriting by reason of such an underwriter’s
marketing limitation pursuant to Section 3(e)(i) shall be included in such
Registration. If any Registering Stockholder of Registrable Shares disapproves
of the terms of the underwriting, it may elect to withdraw therefrom by written
notice to the Company and the underwriter at least fifteen (15) days prior to
the effectiveness of such Registration. The Registrable Shares so withdrawn
shall also be withdrawn from the Registration.

     

    (f) Obligations of the
Company.  Whenever required under this Section 3 to use
its best efforts to effect the registration of any Registrable Shares, as part
of a Public Offering the Company shall:

     

    (i) As
expeditiously as reasonably possible, prepare and file with the Commission a
registration statement with respect to the Company’s securities subject to such
offering (the “Piggyback Registration
Statement”) and use its best efforts to cause the Piggyback Registration
Statement to become effective;

     

    (ii) Use its
reasonable best efforts to cause the Piggyback Registration Statement to become
effective as soon as practicable after the filing thereof;

     

    (iii) Prepare
and file with the Commission as promptly as practicable such amendments and
supplements to the Piggyback Registration Statement and the prospectus contained
therein as may be necessary to keep such Piggyback Registration Statement
effective and to comply with the provisions of the Securities Act until the
first anniversary of the Effective Date or until the Registering Stockholders
have completed the distribution described in such Piggyback Registration
Statement, whichever occurs first;

     

    (iv) Furnish
to the Registering Stockholders the number of copies of such Registration
Statement, each amendment and supplement thereto and each prospectus contained
therein as the Registering Stockholders may reasonably request;

     

    (v) Use its
reasonable best efforts to register or qualify such shares under the Blue Sky
Laws of such jurisdictions as the Registering Stockholders reasonably request
(and to keep such registrations and qualifications effective for so long as the
Registration Statement is maintained effective), and to do any and all other
acts and things that may be reasonably necessary or advisable to enable the
Registering Stockholders to consummate the disposition of the Registrable Shares
in such jurisdictions; provided, however, that the Company will not be required
to do any of the following: (A) qualify generally to do business in any
jurisdiction where it would not be required but for this Agreement,
(B) subject itself to taxation in any such jurisdiction, or (C) file
any general consent to service of process in any such jurisdiction;

     


    
      
         


      

      
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      (vi) Promptly
notify the Registering Stockholders at any time during the period that the
Company is required to keep the Registration Statement effective, of
the occurrence of any event as a result of which such Registration
Statement or the prospectus contained therein contains an untrue statement of a
material fact or omits any fact necessary to make the statements therein in the
light of the circumstances under which they were made, not misleading, and
promptly prepare a supplement or amendment to the Registration Statement or such
prospectus so that, as thereafter delivered to the purchasers of such shares,
the Registration Statement will not contain an untrue statement of a material
fact or omit to state any fact necessary to make the statements therein, in the
light of the circumstances under which they were made, not misleading;
and

    

     

    (vii) Use
commercially reasonable efforts to cause all Registrable Shares to be listed on
the New York Stock Exchange or such other exchanges on which shares of Common
Stock are then traded.

     

    (g) Selection of Underwriters
and Counsel.  Any underwriters and legal counsel to be retained
by the Company in connection with any Public Offering shall be selected by the
Board of Directors of the Company, in its sole
discretion.  

     

    4. Lock-Up.  Without
the prior written consent of the Company and, in the case of a Registration
under Section 3, the
underwriters managing the Public Offering, for a period of seventy-five (75)
days following the date of this Agreement, no Registering Stockholder (whether
or not a selling stockholder pursuant to such Registration Statement or
Piggyback Registration Statement) shall sell, pledge, assign, encumber or
otherwise transfer or dispose of any Registrable Shares to any other Person,
whether directly, indirectly, voluntarily, involuntarily, by operation of law,
pursuant to judicial process or otherwise, except pursuant to a Registration
Statement or Piggy-back Registration Statement; provided, however, that the
seventy-five (75) day period shall be increased to one hundred eighty (180) days
in the case of Larry T. Rigdon and his Affiliates.

     

    5.  Indemnification and
Contribution.

     

    (a) If the
Shares owned by the Registering Stockholders are sold by means of the
Registration Statement pursuant to Sections 2 or
3 of this
Agreement, each Registering Stockholder (for the purposes of this Section 5(a),
individually the “Indemnifying Person”
and collectively the “Indemnifying
Persons”) agrees to indemnify and hold harmless the Company, each of the
Company’s officers and directors and each person, if any, who controls or may
control the Company within the meaning of the Securities Act (for the purposes
of Section 5(a),
the Company, its officers and directors and any such other persons being
referred to individually as an “Indemnified Person”
and collectively as “Indemnified Persons”)
from and against all demands, claims, actions or causes of action, assessments,
losses, damages, liabilities, costs and expenses, including, without limitation,
interest, penalties and reasonable attorneys’ fees and disbursements, asserted
against, resulting to, imposed upon, or incurred by such Indemnified Person,
directly or indirectly (collectively, referred to for purposes of this Section 5(a) and
the corresponding provision of Section 5(b)
below in the singular as a “Claim” and in the
plural as “Claims”), based upon,
arising out of, or resulting from (i) any untrue statement or alleged
untrue statement of a material fact contained in the Registration Statement
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    or final
prospectus contained therein or any amendments or supplements thereto) or any
omission or alleged omission to state therein a material fact necessary in order
to make the statements made therein, in the light of the circumstances under
which they were made, not misleading, or (ii) any violation or alleged
violation of the Securities Act, the Exchange Act, any Blue Sky Laws or any rule
or regulation promulgated under the Securities Act, the Exchange Act or any
state securities law in connection with such registration and sale of
securities, in each case to the extent (but only to the extent) that such Claim
is based upon, arises out of or results from any untrue statement or omission
based upon information furnished to the Company by such Registering Stockholder
in a written document for use in connection with the Registration Statement; and
each such Registering Stockholder will pay, as incurred, any legal or other
expenses reasonably incurred by any person intended to be indemnified pursuant
to this Section 5(a) in
connection with investigating or defending any such Claim.

     

    (b) The
Company (for the purposes of this Section 5(b),
the “Indemnifying
Person”) agrees to indemnify and hold harmless each Registering
Stockholder participating in the distribution of Registrable Shares pursuant to
the Registration Statement or the Piggy-back Registration Statement and each of
such Registering Stockholders’ officers, directors and Affiliates, if applicable
(for the purposes of this Section 5(b),
the Registering Stockholders and any such other persons also being referred to
individually as an “Indemnified Person”
and collectively as “Indemnified Persons”)
from and against all Claims based upon, arising out of, or resulting from
(i) any untrue statement or alleged untrue statement of a material fact
contained in the Registration Statement or Piggy-back Registration Statement or
any omission or alleged omission to state therein a material fact necessary in
order to make the statement made therein, in the light of the circumstances
under which they were made, not misleading, or (ii) any violation or
alleged violation of the Securities Act or the Exchange Act, any Blue Sky Laws
or any rule or regulation promulgated under the Securities Act or the Exchange
Act or any Blue Sky Laws in connection with such registration and sale of
securities, and the Company will pay to each such Registering Stockholder or
other Indemnified Person, as incurred, any legal or other expenses reasonably
incurred thereby in connection with investigating or defending any such Claim;
provided, however, that the Company will not be liable in any such case to the
extent that any such Claim arises out of or results from any untrue statement or
omission based upon information furnished to the Company by the Registering
Stockholder in a written document provided by the Registering Stockholder for
use in connection with the Registration Statement or Piggy-back Registration
Statement, as applicable.

     

    (c) The
indemnification set forth in this Section 5 shall
be in addition to any liability the Company or the Registering Stockholders may
otherwise have in connection with any registration of Registrable
Securities.  Within a reasonable time after receiving definitive
notice of any Claim in respect of which an Indemnified Person may seek
indemnification under this Section 5, such
Indemnified Person shall submit written notice thereof to such Indemnifying
Person(s).  The failure of the Indemnified Person so to notify the
Indemnifying Person(s) of any such Claim shall not relieve the Indemnifying
Person(s) from any liability it may have hereunder except to the extent that it
has been materially prejudiced by such failure; provided, however, that the
omission of the Indemnified Person so to notify the Indemnifying Person(s) of
any such Claim shall not relieve the Indemnifying Person(s) from any liability
it may have otherwise than hereunder.  The Indemnifying Person(s)
shall have the right to undertake, by counsel or representatives of its own
choosing, the defense, compromise, or settlement (without admitting



    
      
         


      

      
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    liability
of the Indemnifying Person(s)) of any such Claim asserted, such defense,
compromise or settlement to be undertaken at the expense and risk of the
Indemnifying Person(s), and the Indemnified Person shall have the right to
engage separate counsel, at its own expense, which counsel for the Indemnifying
Person(s) shall keep informed and consult with in a reasonable manner; provided,
however, that the Indemnified Person(s) shall have the right to retain separate
counsel, with reasonable fees and expenses to be paid by the Indemnifying
Person(s), if representation of the Indemnified Person(s) by the counsel
retained by the Indemnifying Person(s) would be inappropriate due to potential
or actual differing interests between the Indemnified Person(s) and the
Indemnifying Person(s) in such proceeding.  In the event the
Indemnifying Person(s) shall fail to undertake such defense by its own
representatives, the Indemnifying Person(s) shall give prompt written notice of
such election to the Indemnified Person, and the Indemnified Person shall
undertake, at the Indemnifying Person(s)’ expense, the defense, compromise, or
settlement (without admitting liability of the Indemnified Person) thereof on
behalf of and for the account and risk of the Indemnifying Person(s) by counsel
or other representatives designated by the Indemnified
Person.  Notwithstanding the foregoing, no Indemnifying Person shall
be obligated hereunder with respect to amounts paid in settlement of any Claim
if such settlement is effected without the consent of such Indemnifying
Person(s) (which consent shall not be unreasonably withheld).

     

    (d) If the
indemnification provided for in this Section 5 is
held by a court of competent jurisdiction to be unavailable to an Indemnified
Party (as defined in either Section 5(a) or
5(b)) with
respect to any Claim, then the Registering Stockholders or the Company, as
applicable (each an “Indemnifying Party”),
in lieu of indemnifying an Indemnified Party hereunder, shall contribute to the
amount paid or payable by such Indemnified Party as a result of such Claim in
such proportion as is appropriate to reflect the relative fault of the
Indemnifying Party, on the one hand, and of the Indemnified Party, on the other,
in connection with the statements, omissions or violations which resulted in
such Claim, as well as any other relevant equitable
considerations.  The relative fault of the Indemnifying Party and of
the Indemnified Party shall be determined by a court of law by reference to,
among other things, whether the untrue or allegedly untrue statement of a
material fact or the omission or alleged omission to state a material fact
relates to information supplied by the Indemnifying Party or by the Indemnified
Party and the parties’ relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission.

     

    (e) Notwithstanding
anything to the contrary, in no event shall the aggregate liability of any
Registering Stockholder pursuant to this Section 5 be
greater in amount than the amount of net proceeds received by such Registering
Stockholder upon the sale of Registrable Shares pursuant to the Registration
Statement or Piggy-back Registration Statement, as applicable.

     

    6.  Availability of
Information.  The Company covenants that it will file the
reports required to be filed by it under the Securities Act and the Exchange
Act, and it will take such further action as any Registering Stockholder may
reasonably request to make available adequate current public information with
respect to the Company meeting the current public information requirements of
Rule 144, to the extent required to enable such Registering Stockholder to
sell Registrable Shares without registration under the Securities Act within the
limitation of the 


    
      
         


      

      
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    exemptions provided by (a) Rule 144, or (b) any similar
rule or regulation hereafter adopted by the Commission.


    7.  Termination.  The
registration rights granted pursuant to Sections 2 and 3
hereof shall terminate when all Registering Stockholders cease to hold any
shares of Common Stock that qualify as Registrable Shares under the definition
thereof in Section
1 hereof.  No such termination of the rights granted under
Sections 2 and 3 of this Agreement shall relieve any Person of liability
for breach prior to termination and such termination shall not terminate any
other provisions of this Agreement, including all obligations under
Section 5, which shall survive any such termination of Sections 2 and
3.

     

    8. Remedies.  Subject
to the express limitation on the liability of Registering Stockholders set forth
herein, the Company and each Registering Stockholder shall have all remedies
available at law, in equity or otherwise in the event of any breach or violation
of this Agreement or any default hereunder by the Company or any Registering
Stockholder. The parties acknowledge and agree that in the event of any breach
of this Agreement, in addition to any other remedies which may be available,
each of the parties hereto shall be entitled to specific performance of the
obligations of the other parties hereto and, in addition, to such other
equitable remedies (including, without limitation, preliminary or temporary
relief) as may be appropriate in the circumstances.

     

    9. Amendment;
Modification.

     

    (a) Oral
Modifications.  This Agreement may not be orally amended,
modified, extended or terminated, nor shall any oral waiver of any of its terms
be effective.

     

    (b) Written
Modifications.  This Agreement may be amended, modified,
extended or terminated, and the provisions hereof may be waived, only by an
agreement in writing signed by the Company and the Registering Stockholders
representing more than sixty-six and two-thirds percent (66 2/3 %) of the Registrable Shares
held by all Registering Stockholders. Each such amendment, modification,
extension, termination and waiver shall be binding upon each party hereto and
each Registering Stockholder subject hereto. In addition, each party hereto and
each Registering Stockholder subject hereto may waive any right hereunder by an
instrument in writing signed by such party or Person.

     

    10. Authority;
Effect.  Each party hereto represents and warrants to and
agrees with each other party that the execution and delivery of this Agreement
and the consummation of the transactions contemplated hereby have been duly
authorized on behalf of such party and do not violate any agreement or other
instrument applicable to such party or by which its assets are bound. This
Agreement does not, and shall not be construed to, give rise to the creation of
a partnership among any of the parties hereto, or to constitute any of such
parties members of a joint venture or other association.

     

    11. Notices.  All
notices, requests, consents and demands to or upon the respective parties hereto
shall be in writing, and, unless otherwise expressly provided herein, shall be
deemed to have been duly given or made: (a) if delivered by hand (including
by overnight courier), when delivered; (b) on the next business day after
delivery to a nationally recognized 


    
      
         


      

      
        10

        
          

        

      

      
         


      

    


    overnight
carrier service if sent by overnight delivery for next morning delivery;
(c) in the case of mail, three (3) business days after deposit in United
States first class mail, certified with return receipt requested and postage
prepaid; and (d) in the case of facsimile transmission, when receipt is
mechanically acknowledged.  In each case: (x) if delivery is not
made during normal business hours at the place of receipt, receipt and due
notice under this Escrow Agreement shall be deemed to have been made on the
immediately following Business Day; and (y) notice shall be sent to the
address of the party to be notified, as follows, or to such other address as may
be hereafter designated by the respective parties hereto in accordance with
these notice provisions:

     

    
      	
              If
      to the Company, to:

            	
              GulfMark
      Offshore, Inc.

              10111
      Richmond Avenue, Suite 340

              Houston,
      Texas 77042

              Attention:  Bruce
      A. Streeter

              Fax:  (713)
      963-9796

            
	 
      	 
      
	
              With
      a copy to:

            	
              Strasburger
      & Price, LLP

              1401
      McKinney, Suite 2200

              Houston,
      Texas 77010

              Attention:  Garney
      Griggs

              Fax:  (832)
      397-3522

            


    

    


    If to any
Registering Stockholder, to it at its address on Schedule I
attached hereto.

    


    12. Counterparts.  This
Agreement may be executed in one or more counterparts, each of which will be
deemed to be an original copy of this Agreement and all of which, when taken
together, will be deemed to constitute one and the same
agreement.  The exchange of copies of this Agreement and of signature
pages by facsimile or other electronic transmission shall constitute effective
execution and delivery of this Agreement as to the parties and may be used in
lieu of the original for all purposes.  Signatures of the parties
transmitted by facsimile or other electronic transmission shall be deemed to be
their original signatures for all purposes.

     

    13. Binding
Effect.  This Agreement constitutes the entire agreement of the
parties hereto with respect to its subject matter, supersedes all prior or
contemporaneous oral or written agreements or discussions with respect to such
subject matter, and shall be binding upon and inure to the benefit of the
parties hereto and their respective heirs, representatives, successors and
permitted assigns.

     

    14. Assignment.  This
Agreement and the rights hereunder may not be assigned or transferred in any
respect by any Registering Stockholder, except that any Seller may assign or
transfer any of such Seller's rights under this Agreement to any Affiliate of
such Seller; provided, however, that (a) the
transferring Seller shall give the Company written notice at or prior to the
time of such transfer stating the name and address of the transferee and
identifying the Registrable Shares with respect to which the rights under this
Agreement are being transferred, (b) such transferee shall agree in
writing, in form and substance reasonably satisfactory to the Company, to be
bound as a Registering Stockholder by the provisions of this Agreement; and
(c) immediately following such transfer the further disposition of such
Registrable Shares by 


    
      
         


      

      
        11

        
          

        

      

      
         


      

    

     

     

    such transferee is restricted under the Securities Act.  No such
transfer of Registrable Shares shall cause such Registrable Shares to lose such
status.


    15. Descriptive
Headings.  The descriptive headings of this Agreement are for
convenience of reference only, are not to be considered a part hereof and shall
not be construed to define or limit any of the terms or provisions
hereof.

     

    16. Rules of
Construction.  Unless the context otherwise requires,
references to sections or subsections refer to sections or subsections of this
Agreement, and references to “including” mean “including but not limited to” the
specific matters referenced.  All personal pronouns in this Agreement,
whether used in the masculine, feminine or neuter gender shall include all other
genders, and the singular shall include the plural and the plural shall include
the singular.

     

    17. Severability.  In
the event that any provision hereof would, under applicable law, be invalid or
unenforceable in any respect, such provision shall be construed by modifying or
limiting it so as to be valid and enforceable to the maximum extent compatible
with, and possible under, applicable law. The provisions hereof are severable,
and in the event any provision hereof should be held invalid or unenforceable in
any respect, it shall not invalidate, render unenforceable or otherwise affect
any other provision hereof.

     

    18. Governing
Law.  This Agreement shall be governed by and construed in
accordance with the laws of the State of Texas without regard to rules
concerning conflicts of laws.  If any dispute hereunder becomes the
subject of litigation, venue for such litigation shall be non-exclusive in the
state or federal court(s) of competent jurisdiction in Houston,
Texas.  The parties waive, to the fullest extent permitted by
applicable law, any objection which they may now or hereafter have to the
bringing of any such action or proceeding in such jurisdiction.

     

    [Remainder
of Page Intentionally Left Blank]

     


    
      
         


      

      
        12

        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, the undersigned have executed, or have caused to be executed,
this Agreement as of the Effective Date.

    


    
      	 
      	 
      	
              SELLERS:

            
	 
      	 
      	 
      
	 
      	 
      	
              BOURBON
      OFFSHORE (F/K/A BOURBON

              OFFSHORE
      HOLDINGS, SAS)

            
	 
      	 
      	 
      
	 
      	
              By:

            	
              /s/
      Christian Lefevre

            
	 
      	
              Name:

            	
              Christian
      Lefevre

            
	 
      	
              Title:

            	
              President

            
	 
      	 
      	 
      
	 
      	 
      	
              /s/
      Larry T. Rigdon

            
	 
      	 
      	
              Larry
      T. Rigdon

            
	 
      	 
      	 
      
	 
      	 
      	
              /s/
      Robert J. Gebhardt

            
	 
      	 
      	
              Robert
      J. Gebhardt

            
	 
      	 
      	 
      
	 
      	 
      	
              /s/
      Richard M. Currence, Jr.

            
	 
      	 
      	
              Richard
      M. Currence, Jr.

            
	 
      	 
      	 
      
	 
      	 
      	
              /s/
      William L. Guice, IV

            
	 
      	 
      	
              William
      L. Guice, IV

            
	 
      	 
      	 
      
	 
      	 
      	
              /s/
      James A. Harkness

            
	 
      	 
      	
              James
      A. Harkness

            
	 
      	 
      	 
      
	 
      	 
      	
              /s/
      Jim Whitley

            
	 
      	 
      	
              Jim
      Whitley

            
	 
      	 
      	 
      
	 
      	 
      	
              /s/
      John Teague

            
	 
      	 
      	
              John
      Teague

            
	 
      	 
      	 
      
	 
      	 
      	
              /s/
      Kenneth W. Dawson

            
	 
      	 
      	
              Kenneth
      W. Dawson

            
	 
      	 
      	 
      
	 
      	 
      	
              /s/
      Thomas Sweeney

            
	 
      	 
      	
              Thomas
      Sweeney

            
	 
      	 
      	 
      
	 
      	 
      	
              /s/
      Jay Martin

            
	 
      	 
      	
              Jay
      Martin

            
	 
      	 
      	 
      
	 
      	 
      	
              /s/
      Nathan Guice

            
	 
      	 
      	
              Nathan
      Guice

            
	 
      	 
      	 
      


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 
      	 
      	
              /s/
      David Darling

            
	 
      	 
      	
              David
      Darling

            
	 
      	 
      	 
      
	 
      	 
      	
              /s/ Edward Goerig

            
	 
      	 
      	
              Edward
      Goerig

            
	 
      	 
      	 
      
	 
      	 
      	
              MER/JKR
      2006 Trust

               

            
	 
      	
              By:

            	
              /s/
      Robert J. Gebhardt

            
	 
      	
              Name:

            	
              Robert
      J. Gebhardt

            
	 
      	
              Title:

            	
              Trustee

            
	 
      	 
      	 
      
	 
      	
              By:

            	
              /s/
      James A. Harkness

            
	 
      	
              Name:

            	
              James
      A. Harkness

            
	 
      	
              Title:

            	
              Trustee

            
	 
      	 
      	 
      
	 
      	 
      	
              MMR/JKR
      2006 Trust

               

            
	 
      	
              By:

            	
              /s/
      Robert J. Gebhardt

            
	 
      	
              Name:

            	
              Robert
      J. Gebhardt

            
	 
      	
              Title:

            	
              Trustee

            
	 
      	 
      	 
      
	 
      	
              By:

            	
              /s/
      James A. Harkness

            
	 
      	
              Name:

            	
              James
      A. Harkness

            
	 
      	
              Title:

            	
              Trustee

            
	 
      	 
      	 
      
	 
      	 
      	
              MER/LTR
      2006 Trust

               

            
	 
      	
              By:

            	
              /s/
      Robert J. Gebhardt

            
	 
      	
              Name:

            	
              Robert
      J. Gebhardt

            
	 
      	
              Title:

            	
              Trustee

            
	 
      	 
      	 
      
	 
      	
              By:

            	
              /s/
      James A. Harkness

            
	 
      	
              Name:

            	
              James
      A. Harkness

            
	 
      	
              Title:

            	
              Trustee

            
	 
      	 
      	 
      
	 
      	 
      	
              MMR/LTR
      2006 Trust

               

            
	 
      	
              By:

            	
              /s/
      Robert J. Gebhardt

            
	 
      	
              Name:

            	
              Robert
      J. Gebhardt

            
	 
      	
              Title:

            	
              Trustee

            


    

    


     


    
      
         


      

      
        13

        
          

        

      

      
         


      

    


    


     

    
      	 
      	
              By:

            	
              /s/
      James A. Harkness

            
	 
      	
              Name:

            	
              James
      A. Harkness

            
	 
      	
              Title:

            	
              Trustee

            
	 
      	 
      	 
      
	 
      	 
      	
              SHERWOOD
      INVESTMENT, L.L.C.

               

            
	 
      	
              By:

            	
              /s/
      John J. Tennant

            
	 
      	
              Name:

            	
              John
      J. Tennant

            
	 
      	
              Title:

            	
              Co-Manager

            
	 
      	 
      	 
      
	 
      	 
      	
              JOHN
      J. TENNANT III IRREVOCABLE TRUST

               

            
	 
      	
              By:

            	
              /s/
      Annie T. Buell

            
	 
      	
              Name:

            	
              Annie
      T. Buell

            
	 
      	
              Title:

            	
              Trustee

            
	 
      	 
      	 
      
	 
      	 
      	
              BRIAN
      M. BOWMAN IRREVOCABLE TRUST

               

            
	 
      	
              By:

            	
              /s/
      Annie T. Buell

            
	 
      	
              Name:

            	
              Annie
      T. Buell

            
	 
      	
              Title:

            	
              Trustee

            
	 
      	 
      	 
      
	 
      	 
      	
              COMPANY:

            
	 
      	 
      	 
      
	 
      	 
      	
              GULFMARK
      OFFSHORE, INC

               

            
	 
      	
              By:

            	
              /s/
      Bruce A. Streeter

            
	 
      	
              Name:

            	
              Bruce
      A. Streeter

            
	 
      	
              Title:

            	
              President
      and C.E.O.

            
	 
      	 
      	 
      


    

    



    
      
         


      

      
        14

        
          

        

      

      
         


      

    


    SCHEDULE
I

     

    Registering
Stockholders

     

    


    


    
      	
              Name

            	
              Address

            
	
              Larry
      T. Rigdon

            	
              914
      Main Street, Suite 1805

              Houston,
      TX  77002

            
	
              Robert
      J. Gebhardt

            	
              Via
      Tassera 2

              CH-6918
      Figino

              Switzerland

            
	
              Richard
      M. Currence, Jr.

            	
              1505
      Arabella Street

              New
      Orleans, LA  70115

            
	
              William
      L. Guice, IV

            	
              6918
      Misty Leaf Lane

              Sugarland,  TX  77479

            
	
              James
      A. Harkness

            	
              2902
      Castlerock Court

              Pearland,
      TX  77584

            
	
              Kenneth
      W. Dawson

            	
              417
      Walker Drive

              Houma,
      LA  70364

            
	
              Thomas
      Sweeney

            	
              418
      Cedar Tree Drive

              Thibodaux,
      LA  70301

            
	
              Jay
      Martin

            	
              105
      Tiger Tail Road

              Houma,
      LA  70360

            
	
              Jim
      Whitley

            	
              3708
      Government Street

              Ocean
      Springs, MS  39564

            
	
              John
      Teague

            	
              157
      Kimberly Drive

              Mandeville,
      LA  70448

            
	
              Bourbon
      Offshore

            	
              N
      148 Rue Sainte

              13007
      Marseilles, Frane

            
	
              MMR/LTR
      2006 Trust

               

            	
              815
      Walker Street, Suite 1001

              Houston,
      TX 77002

            
	
              MER/LTR
      2006 Trust

               

            	
              815
      Walker Street, Suite 1001

              Houston,
      TX 77002

            


    


    
      
         


      

      
        1

        
          

        

      

      
         


      

    


    


    
      	
              MMR/JKR
      2006 Trust

               

            	
              815
      Walker Street, Suite 1001

              Houston,
      TX 77002

            
	
              MER/JKR
      2006 Trust

               

            	
              815
      Walker Street, Suite 1001

              Houston,
      TX 77002

            
	
              Nathan
      Guice

               

            	
              103
      Osceola Ct.

              Mandeville,
      LA 70471

            
	
              David
      Darling

               

            	
              20923
      Twisted Leaf Dr.

              Cypress,
      TX 77433

            
	
              Edward
      Goerig

               

            	
              608
      East 8 1/2 St.

              Houston,
      TX 77007

            
	
              Sherwood
      Investments, L.L.C.

               

            	
              P.O.
      Box 1658

              Portland,
      Oregon 97207

            
	
              John
      J. Tennant III Irrevocable Trust

            	
              P.O.
      Box 938

              Vancouver,
      Washington 98666

            
	
              Brian
      M. Bowman Irrevocable Trust

            	
              P.O.
      Box 938

              Vancouver,
      Washington 98666

            


    

    


    



    
      
         


      

      
        2